Commercial Agency and Distribution Agreements in Türkiye: Legal Guide for International Businesses

Many international business relationships begin with a simple commercial idea.

A foreign brand wants to enter Türkiye. A Turkish manufacturer wants to reach new customers. A distributor offers access to a market. An agent knows the right buyers. A supplier wants sales without building a local team. A local company wants exclusive rights to sell a product. A regional partner promises growth, introductions and market knowledge.

At the beginning, the relationship feels commercial rather than legal. The parties speak about price, margin, territory, commission, targets and trust. But agency and distribution relationships can become legally complex very quickly.

Who owns the customer relationship? Is the distributor exclusive? Can the supplier sell directly? Can the agent bind the principal? What commission is payable? What happens to orders placed before termination? Can the contract be terminated immediately? Is goodwill indemnity payable? Can the distributor claim compensation after building the market? Can the agent represent competitors? Who owns the brand, customer data and marketing materials? Which law applies? Where will disputes be resolved?

A poorly drafted agency or distribution agreement may work while sales are growing. It becomes dangerous when the relationship ends.

For companies entering Türkiye, expanding from Türkiye into international markets or appointing sales partners in cross-border trade, the legal structure should be designed before the commercial relationship becomes valuable, as part of a disciplined international business and investment strategy. The central question is not simply "can this partner sell our products?" The better question is: what exactly is the partner authorised to do, who owns the market created, how can the relationship end and what happens to value after termination?

This guide explains the legal and strategic issues businesses should consider when using commercial agency and distribution agreements in Türkiye.

1. Agency and Distribution Are Not the Same

Agency and distribution are often confused. They are commercially related but legally different.

In an agency relationship, the agent usually acts as an intermediary. The agent promotes or facilitates transactions for the principal and may, depending on authority, conclude contracts on behalf of the principal. In a distribution relationship, the distributor usually buys goods from the supplier and resells them in its own name and for its own account.

The distinction matters because it affects who contracts with the customer, who bears inventory risk, who sets resale prices, who collects payment, who handles warranties, who owns the customer relationship, who carries credit risk, who has authority to bind the supplier, what compensation may arise on termination, how competition rules apply, how tax and accounting treatment works, and how liability is allocated.

Calling a contract a "distribution agreement" does not automatically make it one. The real relationship matters. If the local partner acts like an agent, receives commission and concludes deals for the supplier, the arrangement may carry agency-type risks. If the partner buys and resells independently, the analysis may differ. The contract should reflect the commercial reality.

2. Why These Agreements Matter in Market Entry

Commercial agency and distribution agreements are common tools for market entry. A foreign company may appoint a Turkish partner because it does not yet have a local sales team, Turkish customer relationships, language capability, regulatory knowledge, logistics infrastructure, after-sales service, warehousing, customs experience, local trust, banking relationships or sector contacts. A Turkish company may appoint a foreign agent or distributor to reach new markets without opening a local office abroad.

These arrangements can be efficient. But they can also create dependency. A distributor may become the face of the brand. An agent may control the customer pipeline. A local partner may learn the pricing strategy, customer base and technical details of the business. A supplier may become reliant on one route to market.

Market entry should therefore be structured with exit in mind. A good agreement allows growth without giving away control, and it sits alongside the wider decisions involved in doing business in Türkiye and, where a local entity is also created, in company formation.

3. The First Strategic Choice: Agent or Distributor?

Before drafting, the business should decide what it needs.

An agent may be suitable where the supplier wants direct contracts with customers, wants to control pricing, values introductions and sales support, prefers commission over resale margin, wants visibility over customers, wishes inventory risk to remain with the supplier, or operates in a high-value, relationship-driven market.

A distributor may be suitable where the partner will buy and resell products, hold stock, manage logistics, provide after-sales service, where the supplier wants less operational involvement, resale margin is acceptable, credit risk should transfer to the distributor, and local market presence is essential.

The wrong structure creates legal and commercial confusion. A supplier that wants full control should be careful before granting broad distribution rights. A distributor that invests heavily in building a market should seek clear protection for its investment.

4. Exclusive, Non-Exclusive or Selective?

Exclusivity is one of the most important commercial issues. A partner may request exclusive rights for Türkiye, Northern Cyprus, a region, customer category, sector or product line. Exclusivity may help motivate investment, but it can also restrict the supplier.

The contract should specify whether exclusivity is granted; the territory, products and customer categories covered; whether online sales are included; whether key accounts are reserved; whether group companies are included; whether direct sales and passive sales are permitted; the performance targets required to maintain exclusivity; the consequences of failure to meet targets; the duration of exclusivity; and whether exclusivity can be reduced or revoked.

Exclusivity should not be given casually. A supplier should not grant exclusive rights without minimum performance obligations. A distributor should not invest heavily without clarity on whether exclusivity is real.

5. Territory and Channel Strategy

Territory should be defined precisely. For Türkiye-related agreements, territory may include all of Türkiye, specific regions or cities, free zones, Northern Cyprus, the wider Middle East, Central Asia, online sales into Türkiye, Turkish-speaking customers abroad, and public-sector or private-sector customers and key accounts.

A poorly defined territory creates conflict. Can the distributor sell to customers outside Türkiye? Can the supplier sell online into Türkiye? Can another distributor sell to multinational customers with Turkish operations? Are Northern Cyprus sales included? Are Turkish customers abroad included? Who handles regional tenders?

Modern distribution is not only physical. Online sales, platform sales, cross-border e-commerce and multinational customers complicate territory, and the agreement should reflect that.

6. Products and Scope

The agreement should define the products or services covered, current and future products, spare parts, accessories, software, updates, maintenance, training, technical support, warranties, after-sales service, private-label goods, new product lines and discontinued products.

If the supplier launches a new product, does the distributor automatically receive rights? If the product is modified, does the agreement still apply? If software or digital services are bundled with goods, who provides support? Product scope affects revenue and control, and it should not be left vague.

7. Authority of the Agent or Distributor

Authority must be clear. An agent may or may not have authority to conclude contracts on behalf of the principal. A distributor usually sells in its own name, but may still create apparent authority through conduct, marketing or communications.

The agreement should state whether the partner may bind the supplier, sign contracts, negotiate prices, offer discounts, provide warranties, make technical representations, accept orders, collect payments, settle disputes, appoint sub-agents or sub-distributors, use the supplier's brand, speak to regulators or issue public statements.

A supplier should avoid creating uncertainty about who has authority. Customers should not be misled about whether they are dealing with the supplier or an independent distributor.

8. Sales Targets and Performance Obligations

Targets are essential where exclusivity is granted. The contract may include minimum annual or quarterly sales, customer-acquisition targets, marketing spend, stock obligations, service standards, reporting obligations, training requirements, tender participation, after-sales support, showroom or retail requirements, staffing requirements and product-launch obligations.

Targets should be realistic and measurable. If targets are too vague, enforcement becomes difficult; if too aggressive, the relationship may fail. The contract should state what happens if targets are missed, a warning period, a cure period, loss of exclusivity, territory reduction, termination, a revised business plan or non-renewal.

Exclusivity without performance discipline can trap a supplier. Performance obligations without support can unfairly expose a distributor.

9. Commission, Margin and Payment Structure

The economics should be clear. For agents, the agreement should address the commission percentage and base, when commission is earned and payable, whether it applies to repeat orders and after termination, the treatment of cancelled orders and unpaid invoices, currency, tax, reporting and audit rights.

For distributors, the agreement should address the purchase price, resale-pricing freedom, payment terms, credit limits, currency, exchange-rate risk, late-payment interest, retention of title where relevant, delivery terms, minimum order quantities, rebates, marketing contributions, and warranties and returns.

Commission and payment disputes are common. The agreement should define the money flow with precision.

10. Customer Ownership

One of the most sensitive issues is customer ownership. In an agency relationship, customers may contract directly with the principal, but the agent may have developed the relationship. In a distribution relationship, the distributor may contract directly with customers and control market relationships. At termination, the question becomes: who keeps the customers?

The agreement should address customer data, CRM records, customer introductions, key accounts, post-termination solicitation, repeat orders, customer handover, use of customer lists, confidentiality, data protection and goodwill-compensation risk.

Suppliers should not ignore the fact that local partners may build real market value. Local partners should not assume that every customer they touch becomes theirs forever. The contract should define expectations.

11. Marketing, Brand Use and Quality Control

Agents and distributors often use the supplier's brand. The agreement should regulate trademarks, logos, product images, marketing materials, website use, social media, domain names, advertising approvals, translations, local campaigns, trade fairs, public statements, use after termination, quality standards and brand guidelines.

A supplier should not allow uncontrolled brand use; a distributor should ensure it has sufficient rights to market the products effectively. The agreement should prohibit registration of the supplier's trademarks, domain names or confusingly similar signs by the local partner unless expressly agreed. Brand control is part of legal control.

12. Intellectual Property and Know-How

Agency and distribution relationships may involve intellectual property and know-how, trademarks, designs, technical manuals, software, product specifications, training materials, customer databases, pricing models, market strategy, trade secrets, confidential know-how and marketing content.

The agreement should make clear that the supplier's IP remains with the supplier unless otherwise agreed. It should also address permitted use, licence scope, confidentiality, derivative materials, translations, local adaptations, technical documentation, return or destruction on termination, misuse by the partner and infringement reporting. A distributor may invest in local marketing, but that does not automatically give it ownership of the supplier's brand or technical information, a theme that connects directly to trade secrets and business confidentiality.

13. Confidentiality and Trade Secrets

Commercial partners often receive sensitive information, pricing, customer information, supplier terms, margins, technical documents, business plans, tender strategy, manufacturing details, software access, the sales pipeline and internal forecasts.

Confidentiality obligations should be detailed. The agreement should define confidential information and restrict use to the purpose of the relationship, binding employees, affiliates, sub-distributors, consultants and representatives where appropriate. Confidentiality should survive termination, particularly important where the partner may later become a competitor.

14. Sub-Agents and Sub-Distributors

A local partner may want to appoint sub-agents or sub-distributors. This can expand reach, but it can also create control risk. The contract should state whether appointment is allowed, whether supplier consent is required, whether sub-partners must sign equivalent obligations, who is responsible for their acts, whether territory can be divided, whether customer data can be shared, whether brand use is allowed, whether sub-partners survive termination and what happens to customer relationships.

A supplier should not discover late that its brand is being represented by unknown third parties. A distributor should not build a sub-network without legal permission.

15. Compliance, Sanctions and Anti-Bribery

International distribution and agency relationships may create compliance risk. The agreement should address anti-bribery, sanctions, anti-money laundering, export controls, customs compliance, competition law, data protection, product safety, advertising rules, public-procurement rules and sector regulations.

Agents and distributors often interact with customers, public authorities, customs brokers, logistics providers and intermediaries. If they act improperly, the supplier may face commercial and reputational consequences. The contract should include compliance undertakings, audit rights, reporting obligations and termination rights for serious breach. Compliance clauses should not be decorative. They should be operational, and in cross-border trade they connect closely to sanctions, beneficial ownership and cross-border payment risk.

16. Competition Law and Vertical Restrictions

Distribution agreements may raise competition-law issues: resale-price maintenance, territorial and customer restrictions, exclusivity, non-compete obligations, online-sales restrictions, selective distribution, most-favoured-customer clauses, information exchange, market allocation and dual distribution.

A supplier may want to control resale pricing or restrict where the distributor sells, but not every restriction is permissible. The agreement should be reviewed for competition-law risk, especially in exclusive distribution, selective distribution, franchise-style models and markets where the supplier or distributor has a significant market position. Commercial control should not become unlawful restriction.

17. Non-Compete Obligations

Non-compete clauses may arise during or after the agreement. During the relationship, a supplier may restrict the distributor from selling competing products. After termination, restrictions become more sensitive.

The agreement should consider whether non-compete is necessary, its duration, territory and product scope, the legitimate business interest, competition-law implications, the effect on market access, proportionality and enforceability. Overbroad non-compete clauses may create legal risk; a narrower confidentiality, non-solicitation or IP-protection structure may sometimes be more effective. The clause should protect genuine interests without unnecessarily restraining trade.

18. Reporting and Audit Rights

A supplier may need information from the agent or distributor, on sales, customer pipeline, inventory, forecasts, marketing activity, complaints, returns, warranty claims, competitor activity, regulatory issues, sub-distributor performance, unpaid receivables and tender opportunities.

Audit rights may be needed where commission, rebates, marketing contributions or brand compliance are involved. The agreement should specify reporting frequency, format, records to be kept, access rights, audit notice, confidentiality and the consequences of underreporting. Reporting is not micromanagement; it is how the supplier understands the market it is entering.

19. Delivery, Risk and Incoterms

For distribution of goods, logistics must be clear. The agreement should address delivery terms, Incoterms where used, customs responsibility, import permits, export documents, insurance, risk transfer, title transfer, inspection, acceptance, defects, damaged goods, delays, storage, force majeure and transport documents.

Logistics disputes can quickly become payment disputes. If goods are delayed, damaged, rejected or stuck at customs, the contract should identify responsibility. International trade terms should be used correctly and consistently with invoices, shipping documents and insurance.

20. Product Liability, Warranties and After-Sales Service

Products sold through agents or distributors may create warranty and liability issues. The agreement should define product warranties, statutory consumer rights where relevant, technical support, spare parts, returns, recalls, defect reporting, customer complaints, repair obligations, replacement, indemnities, insurance, regulatory notification and record-keeping.

The distributor may be the first point of contact for customers; the supplier may be responsible for manufacturing defects. The contract should allocate responsibilities clearly. A customer complaint should not become an argument between supplier and distributor.

21. Online Sales and E-Commerce

Modern distribution must address online sales. Can the distributor sell online, use marketplaces or sell through its own website? Can it advertise on social media or sell outside the territory? Can the supplier sell directly online? Are online prices controlled and brand guidelines followed? Who handles returns, consumer complaints and data protection? Are platform terms acceptable?

Ignoring online sales creates conflict. A distributor may claim online exclusivity; a supplier may run direct e-commerce; customers may buy across borders; marketplaces may undercut local channels. Online strategy should be part of the agreement from the beginning.

22. Data Protection

Agency and distribution relationships may involve personal data, customer contacts, employee data, sales leads, CRM data, marketing lists, support tickets, warranty records, payment information and end-user information.

The contract should address who controls the data, who processes it, the lawful basis, privacy notices, cross-border transfers, data security, deletion, customer requests, marketing consent, data-breach notification and CRM access after termination. Customer data is both commercial and regulated, and the parties should not treat it merely as a sales asset. It should be aligned with Türkiye's KVKK and data protection requirements.

23. Duration and Renewal

The agreement may be fixed-term or indefinite. A fixed-term agreement may expire unless renewed; an indefinite agreement may require notice for termination. The contract should address the commencement date, initial term, renewal, notice periods, automatic extension, trial period, minimum commitment, termination before expiry, non-renewal and survival clauses.

Duration should match investment. If the distributor must invest heavily in staff, marketing or infrastructure, it may need sufficient term or protection; if the supplier is testing the market, it may prefer a shorter initial term. The commercial model should guide the duration.

24. Termination for Convenience

Termination for convenience allows a party to end the agreement without proving breach. This can be useful, but it should be drafted carefully. The contract should specify the notice period, whether notice differs by duration, the effect on pending orders, commission after termination, inventory repurchase, customer handover, use of the brand after termination, confidentiality, non-solicitation, payment of outstanding sums and return of materials.

Termination rights are one of the most litigated areas in distribution and agency relationships. A party should not assume that a simple notice clause eliminates all risk.

25. Termination for Cause

The agreement should allow termination for serious breach. Grounds may include non-payment, failure to meet targets, breach of confidentiality, misuse of trademark, unauthorised sub-distribution, corruption, sanctions breach, insolvency, competition-law breach, reputational harm, unauthorised discounts, false statements, loss of licence, repeated customer complaints, failure to provide reports, sale of competing products where restricted and change of control.

The contract should state whether cure periods apply. Some breaches may justify immediate termination; others may require notice and an opportunity to remedy. Termination for cause should be supported by evidence.

26. Goodwill Indemnity and Termination Compensation

One of the most important risks in agency and exclusive distribution relationships in Türkiye is the possibility of goodwill or clientele indemnity after termination. The basic commercial issue is this: a local partner may build a customer base for the supplier; after termination, the supplier may continue benefiting from that customer base; and the partner may claim compensation for value created during the relationship.

This risk is especially relevant where the relationship is continuous, the partner developed new customers, the supplier continues benefiting from those customers, the partner loses future commission or commercial benefit, the relationship resembles agency or exclusive distribution, and termination occurs after the market has been built.

Companies should consider this risk before termination, not after receiving a claim. The contract should address customer ownership, termination consequences, commission after termination, compensation waivers where legally permissible, evidence of customers before appointment, sales-development records, investments made by the partner, supplier support, reasons for termination, breach by the partner and settlement options.

A supplier entering Türkiye should not assume it can build the market through a local partner and terminate without consequences. A local partner should not assume compensation is automatic. The facts and legal structure matter.

27. Inventory After Termination

Distribution agreements should address inventory at termination. Can the distributor sell remaining stock? Must the supplier repurchase stock, and at what price? What happens to damaged or obsolete stock? Are spare parts included? Are promotional materials returned or branded items destroyed? Can the distributor continue using trademarks during sell-off, and for how long? Are warranties still honoured?

Inventory disputes are common after termination. The distributor may be left with unsold stock; the supplier may not want uncontrolled post-termination sales. The agreement should define the exit route.

28. Customer Handover After Termination

If the supplier will continue serving the market, customer handover matters. The contract may require transfer of customer records, notification to customers, assignment or novation of contracts where possible, cooperation during transition, return of documents, confidentiality, restriction on solicitation, continuation of service and support for warranty matters.

The parties should also consider data protection: customer data cannot simply be transferred without legal basis and documentation. A clean handover reduces business disruption and dispute risk.

29. Post-Termination Brand Use

After termination, the partner should usually stop using the supplier's brand. The contract should address removal of logos, website changes, social-media updates, domain names, signage, advertising materials, business cards, marketplace listings, product catalogues, email signatures, uniforms, vehicle branding and any sell-off period.

Continued brand use after termination can create confusion and potential infringement. The supplier should monitor the market after termination; the distributor should avoid presenting itself as authorised after authority ends.

30. Dispute Resolution

Agency and distribution disputes may involve unpaid commission, unpaid invoices, termination compensation, goodwill indemnity, exclusivity breach, direct sales, missed targets, brand misuse, customer solicitation, inventory buyback, defective products, payment delays, non-compete, confidentiality, IP misuse and competition-law allegations.

The dispute-resolution clause should be drafted carefully. Options may include the Turkish courts, foreign courts, arbitration, mediation, expert determination for accounting issues and emergency relief for IP or confidentiality matters. For cross-border relationships, arbitration may be attractive where neutrality, confidentiality and enforceability matter; however, the choice should be made with asset location, governing law, interim relief and enforcement in mind. A dispute clause is not boilerplate. It is part of commercial risk management and of the firm's wider dispute resolution approach.

31. Governing Law

The parties may attempt to choose governing law. However, mandatory rules, local-law issues, competition law, agency protections, enforcement questions and public-policy considerations may still matter. A foreign supplier should not assume that choosing foreign law removes all Türkiye-related risk; a Turkish distributor should not assume that Turkish law automatically applies to every issue.

The governing-law clause should be reviewed in light of the place of performance, the role of the local partner, customer location, mandatory protections, competition rules, the dispute forum, enforcement and termination-compensation risk. Law and forum should be chosen together, and the dispute clause should look forward to the enforcement of any judgment or arbitral award before it is agreed.

32. Evidence and Record-Keeping

Good records matter. The parties should keep records of customer introductions, sales history, commission calculations, purchase orders, invoices, delivery documents, marketing activity, sales targets, reports, customer complaints, technical support, emails, meetings, breach notices, termination notices, stock levels, trademark use, investment by the distributor and direct sales by the supplier.

If a dispute arises, evidence will determine leverage. A party that cannot prove sales, customers, targets, breach or notice may be weaker even if commercially right.

33. Common Mistakes

Common mistakes include using a short template for a complex relationship; failing to distinguish agency from distribution; granting exclusivity without targets; failing to define territory; ignoring online sales; allowing brand use without controls; failing to regulate sub-distributors; unclear commission rules; unclear customer ownership; a weak termination clause; ignoring goodwill-indemnity risk; failing to address inventory after termination; no post-termination brand rules; no compliance clauses; no competition-law review; no data-protection analysis; choosing law and forum casually; and failing to keep evidence.

Most disputes begin with ambiguity. The contract should remove ambiguity before the relationship becomes valuable, and the underlying structure benefits from disciplined corporate and commercial drafting and, before signing, from legal due diligence on the proposed partner.

34. Practical Checklist Before Signing

Before signing an agency or distribution agreement, companies should ask:

1. Is this agency or distribution?
2. Who contracts with customers?
3. Who bears credit risk?
4. Is exclusivity granted?
5. What territory is covered?
6. Are online sales included?
7. What products are covered?
8. Can the partner bind the supplier?
9. Are targets measurable?
10. How is commission or margin calculated?
11. Who owns customer relationships?
12. How may the brand be used?
13. Is IP protected?
14. Are confidentiality clauses strong?
15. Are sub-distributors allowed?
16. Are compliance duties included?
17. Is competition-law review needed?
18. Are payment and currency terms clear?
19. Are delivery terms clear?
20. Are warranties and product liability allocated?
21. What happens on termination?
22. Is goodwill-indemnity risk considered?
23. What happens to inventory?
24. What happens to customer data?
25. Which law and forum apply?

Frequently Asked Questions

What is the difference between an agent and a distributor?

An agent usually acts as an intermediary for the principal and may facilitate or conclude transactions on the principal's behalf. A distributor usually buys products and resells them in its own name and for its own account.

Can a foreign company appoint an exclusive distributor in Türkiye?

Yes, foreign companies may appoint exclusive distributors in Türkiye, but exclusivity should be drafted carefully with territory, products, targets, termination rights and competition-law considerations in mind.

What is goodwill indemnity?

Goodwill indemnity, sometimes called clientele compensation, may arise where a commercial agent or similar local partner has developed customers and the principal continues to benefit from that customer base after termination, subject to applicable legal conditions.

Can goodwill indemnity apply to distributors?

In certain circumstances, Turkish law discussions and practice may extend similar compensation principles to exclusive distribution or comparable continuous relationships. The facts and contract structure are important.

Can a supplier terminate a Turkish distributor?

Termination depends on the contract, duration, notice provisions, breach, good faith, applicable law and the facts. Termination should be planned carefully because compensation and dispute risks may arise.

Should distribution agreements include sales targets?

Usually yes, especially where exclusivity is granted. Targets help align investment, performance and termination rights.

Can a distributor use the supplier's trademark?

Only within the scope permitted by the agreement. Trademark use should be controlled, and post-termination use should be expressly prohibited or limited.

Is arbitration suitable for agency and distribution disputes?

It may be suitable in cross-border relationships where neutrality, confidentiality and enforceability are important. However, forum choice should consider mandatory rules, interim relief and enforcement strategy.

Selected Public References

The following public materials may be useful for readers seeking broader background: the Turkish Commercial Code No. 6102 and its provisions on commercial agency; public commentary and legal materials on goodwill indemnity under Article 122 of the Turkish Commercial Code; Turkish competition-law materials concerning vertical agreements and distribution restrictions; and international commercial-practice materials on agency, distribution, exclusivity and termination. These are general public materials and are not a substitute for advice on a specific structure.

Conclusion

Agency and distribution agreements are often the legal foundation of market entry. They decide who controls the market, who owns the customer relationship, who bears payment risk, who may use the brand, who may sell online, who can terminate, and what compensation may arise when the relationship ends.

A good agreement does not only help sales. It protects the business model. For foreign suppliers entering Türkiye, the risk is losing control of the market after relying too heavily on a local partner. For Turkish distributors and agents, the risk is investing years into a market without clear protection. For both sides, the answer is not distrust; the answer is structure. Commercial trust works best when the contract explains what happens if growth succeeds, performance fails or the relationship ends.

How Terziolu & Partners Can Assist

Terziolu & Partners advises businesses, investors, entrepreneurs, family companies and private clients on Türkiye, Northern Cyprus, London and cross-border legal matters. Our work may include drafting and reviewing commercial agency agreements; drafting and reviewing distribution agreements; advising foreign suppliers entering the Turkish market; advising Turkish manufacturers and exporters appointing overseas partners; reviewing exclusivity, territory, targets and online-sales structures; advising on termination, goodwill indemnity and compensation risk; reviewing commission, payment, inventory and customer-handover provisions; advising on brand use, IP, confidentiality and data-protection issues; reviewing competition-law and compliance-sensitive clauses with specialist counsel where required; supporting disputes involving agents, distributors, suppliers and local partners; and coordinating cross-border contract, enforcement and arbitration strategy.

Discuss a commercial agency, distribution, market-entry or termination matter with our team. Contact the firm to begin.

---

This article is provided for general informational purposes only and does not constitute legal advice. Commercial agency, distribution, exclusivity, competition law, goodwill indemnity, termination, commission, payment, intellectual property, data protection, sanctions, compliance, dispute resolution and enforcement issues may vary depending on the contract, facts, parties, products, territory, applicable law, forum, duration and timing of advice. No action should be taken or withheld solely on the basis of this publication. Specific legal, commercial, tax, competition-law, regulatory and dispute-resolution advice should be obtained before drafting, signing, terminating, enforcing or restructuring any agency, distribution or market-entry agreement. Submission of an enquiry to Terziolu & Partners does not create a lawyer-client relationship unless and until the engagement is formally accepted in writing.